Obligation Bank of America 8.125% ( US060505DT81 ) en USD

Bank of America

100 % ⇌

Etas-Unis

US060505DT81 ( en USD )

8.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Bank of America US060505DT81 en USD 8.125%, échéance Perpétuelle

1 000 USD

4 000 000 000 USD

060505DT8

BBB- ( Qualité moyenne inférieure )

N/A

15/05/2024 ( Dans 4 jours )

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US060505DT81, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US060505DT81, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Bank of America Corporation
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424B5 1 g12887b5e424b5.htm BANK OF AMERICA CORPORATION
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Bank of America Corporation
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-133852
CALCULATION OF REGISTRATION FEE

Title of Each Class

Amount
Proposed
Proposed Maximum
Amount
of

of Securities to be

to
be
Maximum Offering
Aggregate

Registration
Registered

Registered
Price Per Unit
Offering Price

Fee(1)

Depositary Shares

4,000,000
$1,000
$4,000,000,000
$157,200.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

4,000,000 Depositary Shares, Each Representing a 1/25th Interest in a
Share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M

Bank of America Corporation is offering 4,000,000 depositary shares, each representing a 1/25th interest in a
share of our perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series M, $0.01 par value,
with a liquidation preference of $25,000 per share (equivalent to $1,000 per depositary share) (the "Preferred
Stock"). Each depositary share entitles the holder, through the depository, to a proportional fractional interest
in all rights and preferences of the Preferred Stock represented by the depositary share.

We may redeem the Preferred Stock on any dividend payment date on or after May 15, 2018, in whole or in
part, at a redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus any
declared and unpaid dividends, without accumulation of any undeclared dividends.

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly
authorized committee of our board, from the date of issuance to, but excluding, May 15, 2018 at a rate of
8.125% per annum (equivalent to $81.25 per depositary share), payable semi-annually, in arrears, on May 15
and November 15 of each year, beginning on November 15, 2008. Thereafter, we will pay declared dividends
at a floating rate equal to three-month LIBOR plus a spread of 3.64% per annum, payable quarterly, in
arrears, on February 15, May 15, August 15, and November 15 of each year, beginning on August 15, 2018.
Dividends on the Preferred Stock will not be cumulative.

We do not intend to list the depositary shares or the Preferred Stock on any securities exchange.

Investing in the depositary shares involves risks. See "Risk Factors" beginning on page S-7.

The depositary shares are unsecured and are not savings accounts, deposits, or other obligations of a bank.
The depositary shares are not guaranteed by Bank of America, N.A. or any other bank and are not insured by
the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or
the attached prospectus. Any representation to the contrary is a criminal offense.

Per Depositary

Share

Total

Public offering price(1)
$
1,000 $ 4,000,000,000
Underwriting commissions

10
40,000,000

Proceeds (before expenses)(1)
$
990 $ 3,960,000,000

(1) Plus accrued dividends, if any, from April 30, 2008 to the date of delivery.

We will deliver the depositary shares in book-entry only form through the facilities of The Depository Trust
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Bank of America Corporation
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Company on or about April 30, 2008.

Sole Book-Runner
Banc of America Securities LLC

Deutsche Bank Securities
UBS Investment Bank

Cabrera Capital Markets, LLC
Loop Capital Markets, LLC

Prospectus Supplement to Prospectus dated May 5, 2006

April 24, 2008
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Bank of America Corporation
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TABLE OF CONTENTS

Prospectus Supplement

Page
About this Prospectus Supplement

S-3
Summary

S-4
Risk Factors

S-7
Description of the Preferred Stock

S-10
General

S-10
Dividends

S-10
Liquidation Rights

S-13
Optional Redemption

S-13
Voting Rights

S-14
Preemptive and Conversion Rights

S-14
Outstanding Preferred Stock

S-15
Authorized Classes of Preferred Stock

S-15
Additional Classes or Series of Stock

S-24
Depository, Transfer Agent, and Registrar

S-24
Calculation Agent

S-24
Description of the Depositary Shares

S-25
General

S-25
Dividends and Other Distributions

S-25
Redemption of Depositary Shares

S-26
Voting the Preferred Stock

S-26
Form and Notices

S-26
Registration and Settlement

S-27
Book-Entry System

S-27
Same Day Settlement

S-27
Payment of Dividends

S-27
Notices

S-28
U.S. Federal Income Tax Considerations

S-29
ERISA Considerations

S-30
Underwriting

S-31
Selling Restrictions

S-32
Legal Matters

S-38

Prospectus

Page
About this Prospectus

3
Prospectus Summary

4
Risk Factors

8
Currency Risks

8
Other Risks

9
Bank of America Corporation

11
General

11
Business Segment Information

11
Regulatory Considerations

11
Acquisitions and Sales

11
Use of Proceeds

12
Description of Debt Securities

13
General

13
The Indentures

13
Form and Denomination of Debt Securities

14
Different Series of Debt Securities

14
Fixed-Rate Notes

15
Floating-Rate Notes

16
Indexed Notes

23
Floating-Rate/Fixed-Rate/Indexed Notes

23
Original Issue Discount Notes

24
Payment of Principal, Interest, and Other Amounts Due

24
No Sinking Fund

26
Redemption

26
Repayment

27
Repurchase

27
Conversion

27
Exchange, Registration, and Transfer

27
Subordination

28
Sale or Issuance of Capital Stock of Banks

29
Limitation on Mergers and Sales of Assets

29
Waiver of Covenants

30
Modification of the Indentures

30
Meetings and Action by Securityholders

30
Defaults and Rights of Acceleration

30
Collection of Indebtedness

31
Payment of Additional Amounts

31
Redemption for Tax Reasons

34
Defeasance and Covenant Defeasance

34
Notices

35
Concerning the Trustees

35
Governing Law

35
Description of Warrants

36
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General

36
Description of Debt Warrants

36
Description of Universal Warrants

37
Modification

38
Enforceability of Rights of Warrantholders; No Trust Indenture Act Protection

38
Unsecured Obligations

38
Description of Purchase Contracts

38
General

38
Purchase Contract Property

39
Information in Prospectus Supplement

39
Prepaid Purchase Contracts; Applicability of Indenture

40
Non-Prepaid Purchase Contracts; No Trust Indenture Act Protection

40
Pledge by Holders to Secure Performance

41
Settlement of Purchase Contracts That Are Part of Units

41
Failure of Holder to Perform Obligations

42
Unsecured Obligations

42
Description of Units

42
General

42
Unit Agreements: Prepaid, Non-Prepaid, and Other

43
Modification

43
Enforceability of Rights of Unitholders; No Trust Indenture Act Protection

43
Unsecured Obligations

44
Description of Preferred Stock

44
General

44
The Preferred Stock

44
Authorized Classes of Preferred Stock

45
Description of Depositary Shares

48
General

48
Terms of the Depositary Shares

48
Withdrawal of Preferred Stock

49
Dividends and Other Distributions

49
Redemption of Depositary Shares

49
Voting the Deposited Preferred Stock

50
Amendment and Termination of the Deposit Agreement

50
Charges of Depository

50
Miscellaneous

50
Resignation and Removal of Depository

51
Description of Common Stock

51
General

51
Voting and Other Rights

51
Dividends

52
Registration and Settlement

52
Book-Entry Only Issuance

52
Certificates in Registered Form

52
Street Name Owners

53
Legal Holders

53
Special Considerations for Indirect Owners

53
Depositories for Global Securities

54
Special Considerations for Global Securities

57
Registration, Transfer, and Payment of Certificated Securities

58
U.S. Federal Income Tax Considerations

58
Taxation of Debt Securities

60
Taxation of Common Stock, Preferred Stock, and Depositary Shares

72
Taxation of Warrants

77
Taxation of Purchase Contracts

77
Taxation of Units

77
Reportable Transactions

78
EU Directive on the Taxation of Savings Income

78
Plan of Distribution

79
Distribution Through Underwriters

79
Distribution Through Dealers

80
Distribution Through Agents

80
Direct Sales

80
General Information

80
Market-Making Transactions by Affiliates

81
ERISA Considerations

82
Where You Can Find More Information

85
Forward-Looking Statements

86
Legal Matters

86
Experts

87

S-2
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Bank of America Corporation
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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement describes the specific terms of the Preferred Stock and the related
depositary shares, and supplements the description of our preferred stock and depositary shares
included in the attached prospectus. In considering an investment in the depositary shares, you should
rely only on the information included or incorporated by reference in this prospectus supplement and
the attached prospectus. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on
it. If information in this prospectus supplement is inconsistent with the attached prospectus, the
information in this prospectus supplement supersedes the information in the attached prospectus. The
delivery of this prospectus supplement, at any time, does not imply that there has been no change in
our affairs since the date of this prospectus supplement or that the information in this prospectus
supplement or the attached prospectus is correct as of any time after that date.

This prospectus supplement and the attached prospectus do not constitute an offer to sell or the
solicitation of an offer to buy the depositary shares in any jurisdiction in which that offer or
solicitation is unlawful. The distribution of this prospectus supplement and the attached prospectus and
the offering of the depositary shares in some jurisdictions may be restricted by law. If you have
received this prospectus supplement and the attached prospectus, you should find out about and
observe these restrictions. See "Underwriting."

This prospectus supplement has been prepared on the basis that any offer of the depositary shares
in any Member State of the European Economic Area (each, a "Relevant Member State") which has
implemented the Prospectus Directive (2003/71/EC) (the "Prospectus Directive") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of the depositary shares. Accordingly,
any person making or intending to make an offer in that Relevant Member State of the depositary
shares which are the subject of the offering contemplated in this prospectus supplement and the
attached prospectus may only do so in circumstances in which no obligation arises for us or any of the
underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither we nor the underwriters have authorized, and neither we nor they authorize, the making of any
offer of the depositary shares in circumstances in which an obligation arises for us or the underwriters
to publish or supplement a prospectus for such offer.

Unless otherwise indicated or the context requires otherwise, all references in this prospectus
supplement to "Bank of America," "the Corporation," "we," "us," and "our" are to Bank of America
Corporation. Capitalized terms used, but not defined, in this prospectus supplement are defined in the
attached prospectus.

Persons outside the United States who come into possession of this prospectus supplement
and the attached prospectus must inform themselves about and observe any restrictions relating
to the offering of the depositary shares and the distribution of this prospectus supplement and
the attached prospectus outside of the United States.

S-3
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Table of Contents

SUMMARY

The following information about the depositary shares and the Preferred Stock summarizes,
and should be read in conjunction with, the information contained in this prospectus supplement
and in the attached prospectus.

Securities Offered

We are offering 4,000,000 depositary shares representing interests in our Preferred Stock,
with each share of Preferred Stock having a liquidation preference of $25,000 per share
(equivalent to $1,000 per depositary share). Each depositary share represents a 1/25th interest in
a share of the Preferred Stock. Each depositary share entitles the holder to a proportional
fractional interest in the Preferred Stock represented by that depositary share, including
dividend, voting, redemption, and liquidation rights.

We may elect from time to time to issue additional depositary shares representing interests
in the Preferred Stock, without notice to, or consent from, the existing holders of Preferred
Stock, and all those additional depositary shares would be deemed to form a single series with
the Preferred Stock, described by this prospectus supplement and the attached prospectus.

Dividends

We will pay dividends on the Preferred Stock, when, as, and if declared by our board of
directors or a duly authorized committee of our board, from the date of issuance to, but
excluding, May 15, 2018, at a rate of 8.125% per annum (equivalent to $81.25 per depositary
share), payable semi-annually, in arrears. Thereafter, we will pay declared dividends at a
floating rate equal to three-month LIBOR plus a spread of 3.64% per annum, payable quarterly,
in arrears (each such rate, a "dividend rate").

Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our
board of directors or a duly authorized committee of our board does not declare a dividend on
the Preferred Stock for a dividend period prior to the related dividend payment date, that
dividend will not accrue, and we will have no obligation to pay a dividend for that dividend
period on the applicable dividend payment date or at any time in the future, whether or not our
board of directors or a duly authorized committee of our board declares a dividend on the
Preferred Stock or any other series of our preferred stock or common stock for any future
dividend period. A "dividend period" is the period from, and including, a dividend payment date
(as defined below) to, but excluding, the next dividend payment date, except that the initial
dividend period will begin on and include the original issue date of the depositary shares and the
Preferred Stock.

So long as any share of Preferred Stock remains outstanding, (1) no dividend will be
declared and paid or set aside for payment and no distribution will be declared and made or set
aside for payment on any junior stock (as defined below under "Description of the Preferred
Stock -- Dividends") (other than a dividend payable solely in shares of junior stock), (2) no
shares of junior stock will be repurchased, redeemed, or otherwise acquired for consideration by
us, directly or indirectly (other than as a result of a reclassification of junior stock for or into
other junior stock, or the exchange or conversion of one share of junior stock for or into another
share of junior stock, and other than through the use of the proceeds of a substantially
contemporaneous sale of other shares of junior stock) nor will any monies be paid to or made
available for a sinking fund for the redemption of any such securities by us, and (3) no shares of
parity stock (as defined below under "Description of the Preferred Stock -- Dividends") will be
repurchased, redeemed, or otherwise acquired for consideration by us otherwise than pursuant to
pro rata offers to purchase all, or a pro rata portion, of the Preferred Stock and such parity stock
except by conversion into or exchange for shares of junior stock, during a dividend period,
unless, in each case, the full dividends for the then-current dividend period on all outstanding
shares of the Preferred Stock have been declared and paid or declared and a sum sufficient for
the payment of
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S-4
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Table of Contents
those dividends has been set aside. The foregoing limitations do not apply to purchases or
acquisitions of our junior stock pursuant to any employee or director incentive or benefit plan or
arrangement (including any of our employment, severance, or consulting agreements) of ours or
of any of our subsidiaries adopted before or after the date of this prospectus supplement.

Dividends on the Preferred Stock will not cumulate. Except as provided below, for so long
as any share of Preferred Stock remains outstanding, we will not declare, pay, or set aside for
payment, dividends on any parity stock unless we have paid in full, or set aside payment in full,
all dividends for the then-current dividend period for outstanding shares of Preferred Stock. To
the extent that we declare dividends on the Preferred Stock and on any parity stock but cannot
make full payment of those declared dividends, we will allocate the dividend payments on a pro
rata basis among the holders of shares of Preferred Stock and the holders of any parity stock.
For purposes of calculating the pro rata allocation of partial dividend payments, we will allocate
dividend payments based on the ratio between the then-current dividend payments due on shares
of Preferred Stock and the aggregate of the current and accrued dividends due on any parity
stock.

Subject to the conditions described above, and not otherwise, dividends (payable in cash,
stock, or otherwise), as may be determined by the board of directors or a duly authorized
committee of our board, may be declared and paid on our common stock and any other
securities ranking equally with or junior to the Preferred Stock from time to time out of any
assets legally available for such payment, and the holders of the Preferred Stock shall not be
entitled to participate in those dividends.

See "Description of the Preferred Stock -- Dividends" beginning on page S-10 for more
information about the payment of dividends.

Dividend Payment Dates

Dividends on the Preferred Stock will be payable semi-annually, when, as, and if declared
by our board of directors or a duly authorized committee of our board, on May 15 and
November 15 of each year, beginning on November 15, 2008 through May 15, 2018, and,
thereafter, quarterly on February 15, May 15, August 15, and November 15 of each year,
beginning on August 15, 2018 (each a "dividend payment date"). If any date on which
dividends otherwise would be payable is not a Business Day (as defined below under
"Description of the Preferred Stock -- Dividends"), then the dividend payment date will be the
next succeeding day that is a Business Day, unless that day falls in the next calendar year, in
which case the dividend payment date will be the immediately preceding Business Day.

Optional Redemption

The Preferred Stock is perpetual and has no maturity date. We may redeem the Preferred
Stock, in whole or in part, on any dividend payment date on or after May 15, 2018, at a
redemption price equal to $25,000 per share (equivalent to $1,000 per depositary share), plus
any declared and unpaid dividends, without accumulation of undeclared dividends. Redemption
of the Preferred Stock is subject to our receipt of any required prior approval of the Board of
Governors of the Federal Reserve System, or the "Federal Reserve Board," or other regulatory
authority. Our redemption of the Preferred Stock will cause the redemption of the corresponding
depositary shares. Neither the holders of the Preferred Stock nor the holders of the related
depositary shares will have the right to require redemption.

Liquidation Rights

In the event of our voluntary or involuntary liquidation, dissolution, or winding up, the
holders of the Preferred Stock are entitled to receive out of our assets available for distribution
to stockholders, before any distribution of assets is made to holders of our common stock or any
of
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S-5
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